10-Q

QUARTERLY REPORT ON FORM 10Q FOR THE QUARTER ENDED MARCH 31, 2014

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT of 1934

For the quarterly period ended: March 31, 2014

or

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from       to

Commission file Number: 0-19470

REDIFY GROUP INC.

(Exact name of registrant as specified in its Charter)

Delaware	13-4069968
(State or other Jurisdiction of Incorporation or organization)	(I.R.S. Employer Identification No.)

101 North Main Street, Suite B

Smithfield, Utah 84335

(Address of Principal Executive Offices)

( 435) 563-8080

(Registrant’s Telephone Number, including area code)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.         (1) Yes [X] No [  ]

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [  ]  The Company has no corporate Web site.

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a

non-accelerated filer or a smaller reporting company:

Large accelerated filer [   ]                                                  Accelerated filer                    [   ]

Non-accelerated filer   [   ]                                                  Smaller reporting company    [X]

(Do not check if a smaller reporting company)

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes [ ] No [X]

Applicable Only to Registrants Involved in Bankruptcy Proceedings During the Preceding Five Years

Not applicable.

Outstanding Shares

At May 13, 2014 there were 3,522,286 shares of the Registrant's Common Stock and 50,400 shares of Series 1 Class A 8% Cumulative Preferred Stock outstanding.

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REDIFY GROUP INC. AND SUBSIDIARY

TABLE OF CONTENTS

                                                                                                                                             PAGE

PART I.  FINANCIAL INFORMATION

Item 1.  Consolidated Financial Statements

Unaudited Consolidated Balance Sheet

as of March 31, 2014 and Audited Consolidated

Balance Sheet as of December 31, 2013

4

Unaudited Consolidated Statements of

Operations, for the Three Month Periods

Ended March 31, 2014 and 2013

5

Unaudited Consolidated Statements of Cash

Flows, for the Three Month Periods Ended

March 31, 2014 and 2013

6

Notes to Unaudited Consolidated Financial Statements

7

Item 2.  Management's Discussion and Analysis of Financial

Condition or Plan of Operation

12

Item 3.  Quantitative and Qualitative Disclosures About

Market Risks

13

Item 4.  Controls and Procedures

13

PART II. OTHER INFORMATION

14

SIGNATURES

15

PART I  FINANCIAL INFORMATION

ITEM 1         CONSOLIDATED FINANCIAL STATEMENTS

                                                                                 3

REDIFY GROUP INC. AND SUBSIDIARY

(A Development Stage Company)

CONSOLIDATED BALANCE SHEETS

		March 31, 2014 (Unaudited)		December 31, 2013
ASSETS
Current Assets:
Cash	$	540	$	8,372
Prepaid expenses		2,550		500
Total Current Assets		3,090		8,872
Total Assets	$	3,090	$	8,872
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable	$	15,569	$	13,235
Accrued expenses		16,848		15,268
Convertible notes payable		79,000		79,000
Total Current Liabilities		111,417		107,503
Stockholders’ Deficit:
Preferred stock ($0.01 par value) 1,000,000     shares authorized, 50,400 shares issued and     outstanding		504		504
Common stock ($0.01 par value) 55,000,000     shares authorized, 2,962,286 and 2,942,286       issued and outstanding		29,623		29,423
Additional paid-in-capital		4,279,769		4,269,569
Retained deficit prior to development stage		(1,077,063)		(1,077,063)
Retained deficit during development stage		(3,341,160)		(3,321,064)
Total Stockholders’ Deficit		(108,327)		(98,631)
Total Liabilities and Stockholders’ Deficit	$	3,090	$	8,872

The accompanying notes are an integral part of these consolidated financial statements.

                                                                                   4

REDIFY GROUP INC. AND SUBSIDIARY

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

		January 1, 2014 to March 31, 2014		January 1, 2013 to March 31, 2013		From inception of development stage  on April 1, 2003 to March 31, 2014
Income Statement
Revenues	$	-	$	-	$	356
Cost of Good Sold		-		-		-
Gross Profit		-		-		356
Expenses
Payroll and related		8,350		17,500		2,036,369
Selling, General and      Administrative		3,215		2,730		929,117
Legal and Professional		8,532		9,760		501,130
Amortization		-		-		12,000
Total operating expense		20,097		29,990		3,478,616
Operating Loss		(20,097)		(29,990)		(3,478,260)
Other Income
Interest Income		1		3		137,100
Total other income		1		3		137,100
Net Loss	$	(20,096)	$	(29,987)	$	(3,341,160)
Basic and Diluted Income (loss) per share	$	(0.01)	$	(0.01)
Weighted Average Number of shares outstanding		2,962,286		2,332,105

The accompanying notes are an integral part of these consolidated financial statements.

                                                                                    5

REDIFY GROUP INC. AND SUBSIDIARY

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

		January 1, 2014 to March 31, 2014		January 1, 2013 to March 31, 2013		From inception of development stage on April 1, 2003 to March 31, 2014
Cash Flows from Operating Activities:
Net Loss	$	(20,096)	$	(29,987)	$	(3,341,160)
Adjustments to reconcile net loss to net cash        used in operating activities:
Amortization of deferred compensation		-		-		13,751
Amortization of software		-		-		12,000
Compensation costs of common stock issued or      payable to employees and consultants		3,400		2,000		178,755
Cost of donated services		7,000		17,000		190,000
Cost of common stock issued to shareholders		-		-		16,500
Changes in assets and liabilities:
Decrease (increase) in accounts receivable		-		-		31,250
Decrease (increase) in prepaid expenses		(2,050)		(1,500)		12,202
(Decrease) increase in accounts payable and         accrued expenses		3,914		7,079		(195,076)
Net cash used in operating activities		(7,832)		(5,408)		(3,081,778)
Net cash provided by investing activities		-		-		-
Cash Flows from Financing activities:
Common stock		-		34,000		50,000
Convertible notes payable		-		5,000		79,000
Net cash provided by financing activities		-		39,000		129,000
Net Increase (Decrease) in cash		(7,832)		33,592		(2,952,778)
Cash, beginning of period		8,372		370		2,953,318
Cash, end of period	$	540	$	33,962	$	540
Cash paid during the period for:
Income taxes	$	-	$	-	$	12,609
Interest	$	-	$	-	$	-
Supplemental Disclosures of Non-Cash Investing        and Financing Activities:
Common stock issued for accrued liabilities	$	-	$	-	$	91,230
Common stock issued to prior shareholders	$	-	$	-	$	16,500
Conversion of preferred stock	$	-	$	-	$	2
Common stock issued in rounding Reverse split	$	-	$	-	$	2
Common Stock options issued for software         Purchase	$	-	$	-	$	5,114
Software acquired with common stock options	$	-	$	-	$	12,000

The accompanying notes are an integral part of these consolidated Financial Statements.

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REDIFY GROUP INC. AND SUBSIDIARY

(A Development Stage Company)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2014 and DECEMBER 31, 2013

NOTE 1: THE COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS

The Company

The Company consists of Redify Group, Inc. (“RGI”, non-operating parent corporation) and its sole and wholly-owned operating subsidiary, TradinGear.Com, Incorporated (“Tradingear,” combined, the "Company"). The company changed its name to Redify Group, Inc. from TGFIN Holdings, Inc. (“TGFN”) on October 2, 2013. The Company reactivated its previously inactive operating subsidiary, Tradingear in order to resume its previous business of developing software, under a new d/b/a:  iDEV3.

On April 15, 2013 the company filed a Definitive 14C for the purpose of changing the Company’s name and effectuating a ten (10) to one (1) reverse split of the Company’s common stock. These corporate actions were approved by the Financial Industry Regulatory Authority (“FINRA”) on February 28, 2014, and became effective with the OTCQB at the opening of trading on February 28, 2014 under the symbol “TGFND”. The “D” appeared on the Company’s ticker symbol for the following 20 business days. Thereafter, the Company’s ticker symbol became RDFY.

Redify Group, Inc. was incorporated under the laws of Delaware in March 1985 as Mark, Inc. From March 1992 to September 12, 2002 Redify Group, Inc. was known as Digitran Systems, Incorporated ("DSI"), and from September 12, 2002 to October 2, 2013 it was known as TGFIN Holdings, Inc. during which time, TradinGear.com, Incorporated (incorporated under the laws of the State of Delaware on July 7, 1999) became the operating subsidiary of Redify Group, Inc. Redify Group, Inc., then known as TGFIN Holdings, Inc. sold the assets of Tradingear.com Incorporated effective March 31, 2003.

TradinGear currently produces software applications (“Apps”) for telephones and other hand-held devices.

Financial statements

The accompanying financial statements have been prepared by the Company without audit. They include information of RGI and TradinGear. In the opinion of management, all material adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position at March 31, 2014, the results of operations for the three month periods ended March 31, 2014 and 2013, and the cash flows for the three month periods ended March 31, 2014 and 2013, have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America

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have been condensed or omitted.  It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's December 31, 2013 audited financial statements. The results of operations for the periods ended March 31, 2014 and 2013 are not necessarily indicative of the operating results for the respective full years.

Revenue recognition

The company sells its current software at the Online Apple Store, which records all sales made on a daily basis. The company recognizes its portion of the sales as revenue as of the date of the sale.

NOTE 2: COMMITMENTS AND CONTINGENCIES

Litigation

In the normal course of business, there may be various legal actions and proceedings pending which seek damages against the Company.  As of March 31, 2014 there were no claims asserted or threatened against the Company.

NOTE 3: GOING CONCERN

The Company has been a Development Stage Company since April 1, 2003. It has continuously sought an acceptable merger or acquisition candidate during that period and has incurred losses each year. For the quarter ended March 31, 2014 the company lost $20,096 and had a Retained Deficit of $4,418,223. The company’s cash reserves of $540 as of March 31, 2014 are not adequate to fund all of the anticipated expenses for the year ending December 31, 2014.  These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result from the outcome of this uncertainty.

The company plans to merge with, acquire existing Apps or companies, and continue to operate during the year ending December 31, 2014. Should the acquired or merged operating entity not have sufficient resources of its own to fund the combined entity’s operations, the Company will issue stock to raise sufficient operating capital if sufficient capital is not raised from operations.

On May 5, 2014 the Company sold 550,000 equity Units for $55,000, or $.10 per Unit. Each Unit consists of one share of RGI Class A Common stock and one Warrant to purchase one share of Class A Common stock for $.50, expiring on May 5, 2024. See NOTE 7: SUBSEQUENT EVENTS.

                                                                           8

REDIFY GROUP INC. AND SUBSIDIARY

(A Development Stage Company)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2014 and DECEMBER 31, 2013

(Continued)

NOTE 4: CONVERTIBLE NOTES PAYABLE - RELATED PARTY

		March 31, 2014		December 31, 2013
Convertible 8% Demand Notes Payable	$	79,000	$	79,000
Total Notes payable	$	79,000	$	79,000

The Convertible 8% Notes Payable were originated on various dates in 2010, 2011, 2012, and 2013. The Notes originated in 2010 are convertible into Class A Common Stock of RGI at $.30 per share at any time at the holder’s option. The Notes originated in 2011 are convertible into common stock of RGI at $.15 per share at any time at the holder’s option. The Notes originated in 2012 and 2013 are convertible into common stock of RGI at $.10 per share at any time at the holder’s option. Accrued interest related to these notes as of March 31, 2014 was $16,848. As of March 31, 2014 the Convertible Notes Payable were convertible into 535,000 shares of RGI Class A Common Stock. Effective December 12, 2012, all rights to the Notes were assigned to Marni Gaer, the spouse of Sam Gaer.

NOTE 5: STOCK OPTIONS AND WARRANTS

A summary of the status of the Company's outstanding stock options and warrants (all of which were expired) as of March 31, 2014 and December 31, 2013 and changes during the periods then ended, is presented below:

	Shares		2014 Weighted Average Exercise Price	Shares		2013 Weighted Average Exercise Price
Outstanding, beginning of quarter	-	$	-	60,000	$	.30
Granted	-		-	-		-
Expired/Cancelled	-		-	(60,000)		.30
Exercised	-		-	-		-
Outstanding end of quarter	-	$	-	-	$	-
Exercisable	-	$	-	-	$	-

Effective December 19, 2012 all rights to the Options were assigned to Marni Gaer, the spouse of Sam Gaer.

                                                                                   9

REDIFY GROUP INC. AND SUBSIDIARY

(A Development Stage Company)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2014 and DECEMBER 31, 2013

(Continued)

NOTE 6:  CAPITAL STOCK

Common stock

The authorized capital stock of the Company consists of 50,000,000 shares of Class A Common stock, par value $.01 per share, of which 2,962,286 were outstanding as of March 31, 2014 and 5,000,000 shares of Class B Common stock, par value $.01 per share, of which no shares have been issued. On March 28, 2013 the company’s Board of Directors authorized a ten (10) to one (1) reverse-split of the company’s Class A Common Stock, which became effective February 28, 2014. All references to Common stock have been retroactively restated to reflect the reverse split. Holders of Class A Common Stock are entitled to one vote per share.

The Class A Common Stock and the Class B Common Stock attributes and rights are identical except for the following: (a) Class B has pre-emptive rights with respect to Class B issuances, (b) Class A has a dividend and liquidation preference, and (c) if there is a Class B, its holders have the right to control the Board of Directors. The Company has no plans to issue any Class B Common Shares in the near future. All references to Common Stock issuances, unless otherwise indicated, refer to the Class A Common Stock shares.

On March 12, and April 22, 2013 the company sold 250,000 shares of its common stock for $50,000 or $.20 per share to two investors, which were issued on March 20, 2014.

On January 1 and April 1, 2013 the Company awarded 10,000 shares of common stock to each Director and the Chairman in accordance with a Board Resolution. The shares were valued at the market price at the date of issuance of $.10 and $.20, respectively, per share resulting in compensation expense of $4,000, of which $3,500 was recognized in the year ended December 31, 2013. On March 11, 2014 the shares were issued.

On January 1, 2014 the Company awarded 10,000 shares of common stock to each Director and the Chairman in accordance with a Board Resolution. The shares were valued at the market price at the date of issuance of $.17 per share resulting in additional compensation expense of $3,400, of which $1,350 was recognized in the quarter ended March 31, 2014.

Preferred Stock

The Company has authorized 1,000,000 shares of Preferred Shares with a par value of $.01 per share, of which 450,000 are undesignated and unissued. The remaining 550,000 shares are designated as Series 1 Class A 8% Cumulative Convertible Preferred Stock (“Preferred stock”), of which 50,400 shares were issued and outstanding as of December 31, 2013. There are insufficient Series 1, Class A 8% Cumulative Convertible Preferred Shares remaining to trade publicly.

                                                                                     10

Holders of both, the Series 1, Class A 8% Cumulative Convertible Preferred Stock and the undesignated class of Preferred stock are entitled to one-tenth of a vote for each share of preferred stock held.

Since only the Series 1, Class A 8% Cumulative Convertible Preferred Shares are issued and outstanding, all references to preferred shares, unless otherwise indicated, refer to the Series 1, Class A 8% Cumulative Convertible Preferred Shares.

The Series 1, Class A 8% Cumulative Convertible Preferred Stock carries a liquidation preference equal to its stated value plus any unpaid dividends. The Company may, at its option, redeem at any time all shares of the preferred stock or some of them upon notice to each preferred stockholder at a per share price equal to the stated value ($7.00) plus all accrued and unpaid dividends thereon (whether or not declared) to the date fixed for redemption, subject to certain other provisions and requirements. Preferred Shares may be converted into Common Shares on a one share of Preferred Stock for two shares of Common Stock basis.

Holders of Series 1, Class A 8% Cumulative Convertible Preferred shares are entitled to cumulative dividends of 8% per annum on the stated value of the stock, designated at $7 per share. Dividends are payable semi-annually on September 15 and March 15.  No dividends have been declared or paid since March 15, 1993, resulting in dividends in arrears at December 31, 2013 of approximately $592,704 or $11.76 per share. Dividends are not payable on any other class of stock ranking junior to the Series 1, Class A 8% Cumulative Convertible Preferred Stock until the full cumulative dividend requirements of the Series 1, Class A 8% Cumulative Convertible Preferred Stock have been satisfied. There are not sufficient Series 1, Class A 8% Cumulative Convertible Preferred Shares (left unconverted) to trade publicly and the financial condition of the company has made the probability of dividend payment to Series 1, Class A 8% Cumulative Convertible Preferred shareholders unlikely.

NOTE 7: SUBSEQUENT EVENTS

Unregistered Sales of Common Stock

On May 7, 2014 the Company sold 550,000 equity Units for $55,000, or $.10 per Unit. Each Unit consists of one share of RGI Class A Common stock and one Warrant to purchase one share of Class A Common stock for $.50, expiring on May 7, 2024.

On April1, 2014 the Company awarded 10,000 shares of common stock to the Chairman in accordance with a Board Resolution. The shares were valued at the market price at the date of issuance of $.11 per share resulting in additional compensation expense of $1,100, of which none was recognized in the quarter ended March 31, 2014.

The Company has evaluated subsequent events pursuant to ASC Topic 855 and has determined that there are no additional events to disclose.

                                                                                  11

PART 1 FINANCIAL INFORMATION (Continued)

ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATIONS

Management's Discussion and Analysis:

The following discussion should be read in conjunction with the consolidated historical financial statements of the Company and related notes thereto included elsewhere in this Form 10-Q and the Annual Report on Form 10-K for the year ended December 31, 2013. This discussion contains forward-looking statements regarding the business and industry of the Company within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on the current plans and expectations of the Company and involve risks and uncertainties that could cause actual future activities and results of operations to be materially different from those set forth in the forward-looking statements.

The information set forth and discussed below for the three month periods ended March 31, 2014 and 2013 is derived from the consolidated financial statements included elsewhere herein. The financial information set forth and discussed below is un-audited but, in the opinion of management, reflects all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of such information. The results of operations of the Company for the fiscal quarter ended March 31, 2014 may not be indicative of results expected for the entire fiscal year ended December 31, 2014.

Liquidity and Capital Resources:

At its current level of operations, the Company will need to begin profitable operations, borrow and or raise additional capital during the next fiscal year.

Capital expenditures planned for the current year are not expected to be significantly different than those of the previous year.

Results of Operations:

Operating costs of $20,097 for the three months ended March 31, 2014 decreased by $9,893, or 33% versus those of the three months ended March 31, 2013, due primarily to a decrease (absence of) in the imputed cost of donated labor of $10,000, or 58.8%, of $17,000 incurred in the three months ended March 31, 2013 due to activity with respect to the asset purchase, which was subsequently terminated, versus the $7,000 incurred for the three months ended March 31, 2014.

PLAN OF OPERATIONS

Management's Plans are to seek App providers who wish to “equitize” their Apps’ potential by selling their developed App(s) for shares in RGI.

                                                                              12

The company will always be open to other merger or acquisition candidates, depending upon the circumstances and opportunity offered. Management's main objective is to seek to increase shareholder value. All viable alternatives will be evaluated, including, but not limited to: investments, mergers, purchases, or the offering of Company securities, etc. Alternatives that provide existing shareholders with the greatest potential benefit will be favored.

Management encourages its shareholders to communicate directly with the Company for its typical investor relations, including address changes and for general corporate information by calling or writing to the Company at its administrative offices or by posting a message to idev3.com. Management also encourages shareholders to keep their address current with the Company.

  DISCLOSURE REGARDING FORWARD LOOKING STATEMENTS

This quarterly report includes forward looking statements which involve risks and uncertainties. Such statements can be identified by the use of forward-looking language such as "will likely result", "may", "are expected to", "is anticipated", "estimate", "believes", "projected", or similar words. All statements other than statements of historical fact included in this section, are forward-looking statements. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. The Company's actual results could differ materially from those anticipated in any such forward-looking statements as a result of various risks, including, without limitation, the dependence on a single line of business; the failure to close proposed financing; rapid technological change; inability to attract and retain key personnel; the potential for significant fluctuations in operating results; the loss of a major customer; and the potential volatility of the Company's common stock.

  ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The company operates minimally and has no meaningful assets subject to market risk. Therefore, this item is not applicable given the company’s current operations.

  ITEM 4: CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

As of the end of the period covered by this quarterly report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”)), and management necessarily applied its judgment in assessing the costs and benefits of such controls and procedures, which, by their nature, can provide only reasonable assurance regarding management’s control objectives. You should note that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and we cannot assure you that any design will succeed in achieving its stated goals under all potential future conditions, regardless

                                                                                        13

of how remote. Based upon the foregoing evaluation, our Chief Executive Officer and the Chief  Financial Officer concluded that our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC, and to provide reasonable assurance that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Internal Control Over Financial Reporting

There were no changes in internal control over financial reporting that occurred during the first quarter of 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II OTHER INFORMATION

ITEM 1 Legal Proceedings

In the normal course of business, there may be various legal actions and proceedings pending which seek damages against the Company.  As of March 31, 2014 there were no other claims asserted or threatened against the Company.

ITEM 1A. Risk Factors

This item is not required of smaller reporting companies.

ITEM 2 Unregistered Sales of Equity Securities and Use of Proceeds

None during the quarter ended March 31, 2014

ITEM 3 Defaults on Senior Securities

Holders of Series 1 Class A 8% Cumulative Convertible Preferred Stock are entitled to receive cumulative dividends at the annual rate of $.56 per share, payable semi-annually on September 15 and March 15 of each year beginning September 15, 1992. Unpaid dividends have resulted in aggregate dividends in arrears of $592,704. The potential liability for dividends in arrears is contingent upon the Company's declaration of a dividend. The company does not plan to declare a dividend.

ITEM 4 Mine Safety Disclosures

None; not applicable.

                                                                                14

ITEM 5 Other Information.

None.

ITEM 6  Exhibits

Exhibits

31.1 302 Certification

31.2 302 Certification

32   Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18

U.S.C. Section 1350, Section 906 of the Sarbanes-Oxley Act of 2002

SIGNATURES

In accordance with the requirements of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: May 13, 2014

                      REDIFY GROUP INC.

                      (Registrant)

                      By_/s/ Scott Emerson Lybbert_

                        Scott Emerson Lybbert, President

                        Principal Executive Officer,

                        Principal Financial Officer

                                                                                      15

EX-31

Exhibit 31.1

I, S. Emerson Lybbert, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Redify Group, Inc.;

2. Based upon my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, and to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and to the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting.

May 13, 2014

                   Chairman of the Board and

     /s/ S. Emerson Lybbert                           Chief Executive Officer

    -------------------------

         S. Emerson Lybbert         

EX-31

Exhibit 31.2 Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)

I, S. Emerson Lybbert, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Redify Group, Inc.;

2. Based upon my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, and to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and to the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting.

May 13, 2014

     /s/ S. Emerson Lybbert         Chief Financial Officer

    -------------------------

         S. Emerson Lybbert         

EX-32

Exhibit 32

CERTIFICATION

PURSUANT TO

RULE 13a-14(b) AND SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002

(18 U.S.C. SECTION 1350 (a) and (b))

I, S. Emerson Lybbert, Chairman of the Board and Chief Executive Officer of Redify Group, Inc. (the “Company”) certify that: (1) the quarterly report of Redify Group, Inc. on Form 10-Q for the quarter ended March 31, 2014 (the “Quarterly Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o (d); and (2) the information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

                                   By:  /s/ S. Emerson Lybbert

                                   Name: S. Emerson Lybbert

                                   Title: Chairman of the Board and       

                                             Chief Executive Officer

                                (Principal Executive Officer)

Date: May 13, 2014

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Stock Options and Warrants

3 Months Ended

Mar. 31, 2014

Notes

Stock Options and Warrants

NOTE 5: STOCK OPTIONS AND WARRANTS

A summary of the status of the Company's outstanding stock options and warrants (all of which were expired) as of March 31, 2014 and December 31, 2013 and changes during the periods then ended, is presented below:

	Shares		2014 Weighted Average Exercise Price	Shares		2013 Weighted Average Exercise Price
Outstanding, beginning of quarter	-	$	-	60,000	$	.30
Granted	-		-	-		-
Expired/Cancelled	-		-	(60,000)		.30
Exercised	-		-	-		-
Outstanding end of quarter	-	$	-	-	$	-
Exercisable	-	$	-	-	$	-

Effective December 19, 2012 all rights to the Options were assigned to Marni Gaer, the spouse of Sam Gaer.

NOTE 6:  CAPITAL STOCK

Common stock

The authorized capital stock of the Company consists of 50,000,000shares of Class A Common stock, par value $0.01 per share, of which 2,962,286 were outstanding as of March 31, 2014 and 5,000,000 shares of Class B Common stock, par value $0.01 per share, of which no shares have been issued. On March 28, 2013 the company’s Board of Directors authorized a ten (10) to one (1) reverse-split of the company’s Class A Common Stock, which became effective February 28, 2014. All references to Common stock have been retroactively restated to reflect the reverse split. Holders of Class A Common Stock are entitled to one vote per share.

The Class A Common Stock and the Class B Common Stock attributes and rights are identical except for the following: (a) Class B has pre-emptive rights with respect to Class B issuances, (b) Class A has a dividend and liquidation preference, and (c) if there is a Class B, its holders have the right to control the Board of Directors. The Company has no plans to issue any Class B Common Shares in the near future. All references to Common Stock issuances, unless otherwise indicated, refer to the Class A Common Stock shares.

On March 12, and April 22, 2013 the company sold 250,000 shares of its common stock for $50,000 or $0.20 per share to two investors, which were issued on March 20, 2014.

On January 1 and April 1, 2013 the Company awarded 10,000 shares of common stock to each Director and the Chairman in accordance with a Board Resolution. The shares were valued at the market price at the date of issuance of $0.10 and $0.20, respectively, per share resulting in compensation expense of $4,000, of which $3,500 was recognized in the year ended December 31, 2013. On March 11, 2014 the shares were issued.

On January 1, 2014 the Company awarded 10,000 shares of common stock to each Director and the Chairman in accordance with a Board Resolution. The shares were valued at the market price at the date of issuance of $0.17 per share resulting in additional compensation expense of $3,400, of which $1,350 was recognized in the quarter ended March 31, 2014.

Preferred Stock

The Company has authorized 1,000,000 shares of Preferred Shares with a par value of $0.01per share, of which 450,000 are undesignated and unissued. The remaining 550,000 shares are designated as Series 1 Class A 8% Cumulative Convertible Preferred Stock (“Preferred stock”), of which 50,400 shares were issued and outstanding as of December 31, 2013. There are insufficient Series 1, Class A 8% Cumulative Convertible Preferred Shares remaining to trade publicly.

Holders of both, the Series 1, Class A 8% Cumulative Convertible Preferred Stock and the undesignated class of Preferred stock are entitled to one-tenth of a vote for each share of preferred stock held.

Since only the Series 1, Class A 8% Cumulative Convertible Preferred Shares are issued and outstanding, all references to preferred shares, unless otherwise indicated, refer to the Series 1, Class A 8% Cumulative Convertible Preferred Shares.

The Series 1, Class A 8% Cumulative Convertible Preferred Stock carries a liquidation preference equal to its stated value plus any unpaid dividends. The Company may, at its option, redeem at any time all shares of the preferred stock or some of them upon notice to each preferred stockholder at a per share price equal to the stated value ($7.00) plus all accrued and unpaid dividends thereon (whether or not declared) to the date fixed for redemption, subject to certain other provisions and requirements. Preferred Shares may be converted into Common Shares on a one share of Preferred Stock for two shares of Common Stock basis.

Holders of Series 1, Class A 8% Cumulative Convertible Preferred shares are entitled to cumulative dividends of 8% per annum on the stated value of the stock, designated at $7 per share. Dividends are payable semi-annually on September 15 and March 15.  No dividends have been declared or paid since March 15, 1993, resulting in dividends in arrears at December 31, 2013 of approximately $592,704 or $11.76 per share. Dividends are not payable on any other class of stock ranking junior to the Series 1, Class A 8% Cumulative Convertible Preferred Stock until the full cumulative dividend requirements of the Series 1, Class A 8% Cumulative Convertible Preferred Stock have been satisfied. There are not sufficient Series 1, Class A 8% Cumulative Convertible Preferred Shares (left unconverted) to trade publicly and the financial condition of the company has made the probability of dividend payment to Series 1, Class A 8% Cumulative Convertible Preferred shareholders unlikely.

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Convertible Notes Payable

3 Months Ended

Mar. 31, 2014

Notes

Convertible Notes Payable

NOTE 4: CONVERTIBLE NOTES PAYABLE - RELATED PARTY

		March 31, 2014		December 31, 2013
Convertible 8% Demand Notes Payable	$	79,000	$	79,000
Total Notes payable	$	79,000	$	79,000

The Convertible 8% Notes Payable were originated on various dates in 2010, 2011, 2012, and 2013. The Notes originated in 2010 are convertible into Class A Common Stock of RGI at $.30 per share at any time at the holder’s option. The Notes originated in 2011 are convertible into common stock of RGI at $.15 per share at any time at the holder’s option. The Notes originated in 2012 and 2013 are convertible into common stock of RGI at $.10 per share at any time at the holder’s option. Accrued interest related to these notes as of March 31, 2014 was $16,848. As of March 31, 2014 the Convertible Notes Payable were convertible into 535,000 shares of RGI Class A Common Stock. Effective December 12, 2012, all rights to the Notes were assigned to Marni Gaer, the spouse of Sam Gaer.

XML

REDIFY GROUP INC. AND SUBSIDIARY (A Development Stage Company) CONSOLIDATED BALANCE SHEETS (Unaudited) (USD $)	Mar. 31, 2014	Dec. 31, 2013
Current Assets:
Cash	$ 540	$ 8,372
Prepaid expenses	2,550	500
Total Current Assets	3,090	8,872
Total Assets	3,090	8,872
Current Liabilities:
Accounts payable	15,569	13,235
Accrued expenses	16,848	15,268
Convertible notes payable	79,000	79,000
Total Current Liabilities	111,417	107,503
Stockholders' Deficit:
Preferred stock ($0.01 par value) 1,000,000 shares authorized, 50,400 shares issued and outstanding	504	504
Common stock ($0.01 par value) 50,000,000 shares authorized, 2,332,105 and 2,332,105 issued and outstanding	29,623	29,423
Additional paid-in-capital	4,279,769	4,269,569
Retained deficit prior to development stage	(1,077,063)	(1,077,063)
Retained deficit during development stage	(3,341,160)	(3,321,064)
Total Stockholders' Deficit	(108,327)	(98,631)
Total Liabilities and Stockholders' Deficit	$ 3,090	$ 8,872

XML

The Company and Condensed Consolidated Financial Statements

3 Months Ended

Mar. 31, 2014

Notes

The Company and Condensed Consolidated Financial Statements

NOTE 1: THE COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS

The Company

The Company consists of Redify Group, Inc. (“RGI”, non-operating parent corporation) and its sole and wholly-owned operating subsidiary, TradinGear.Com, Incorporated (“Tradingear,” combined, the "Company"). The company changed its name to Redify Group, Inc. from TGFIN Holdings, Inc. (“TGFN”) on October 2, 2013. The Company reactivated its previously inactive operating subsidiary, Tradingear in order to resume its previous business of developing software, under a new d/b/a:  iDEV3.

On April 15, 2013 the company filed a Definitive 14C for the purpose of changing the Company’s name and effectuating a ten (10) to one (1) reverse split of the Company’s common stock. These corporate actions were approved by the Financial Industry Regulatory Authority (“FINRA”) on February 28, 2014, and became effective with the OTCQB at the opening of trading on February 28, 2014 under the symbol “TGFND”. The “D” appeared on the Company’s ticker symbol for the following 20 business days. Thereafter, the Company’s ticker symbol became RDFY.

Redify Group, Inc. was incorporated under the laws of Delaware in March 1985 as Mark, Inc. From March 1992 to September 12, 2002 Redify Group, Inc. was known as Digitran Systems, Incorporated ("DSI"), and from September 12, 2002 to October 2, 2013 it was known as TGFIN Holdings, Inc. during which time, TradinGear.com, Incorporated (incorporated under the laws of the State of Delaware on July 7, 1999) became the operating subsidiary of Redify Group, Inc. Redify Group, Inc., then known as TGFIN Holdings, Inc. sold the assets of Tradingear.com Incorporated effective March 31, 2003.

TradinGear currently produces software applications (“Apps”) for telephones and other hand-held devices.

Financial statements

The accompanying financial statements have been prepared by the Company without audit. They include information of RGI and TradinGear. In the opinion of management, all material adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position at March 31, 2014, the results of operations for the three month periods ended March 31, 2014 and 2013, and the cash flows for the three month periods ended March 31, 2014 and 2013, have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted.  It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's December 31, 2013 audited financial statements. The results of operations for the periods ended March 31, 2014 and 2013 are not necessarily indicative of the operating results for the respective full years.

Revenue recognition

The company sells its current software at the Online Apple Store, which records all sales made on a daily basis. The company recognizes its portion of the sales as revenue as of the date of the sale.

NOTE 3: GOING CONCERN

The Company has been a Development Stage Company since April 1, 2003. It has continuously sought an acceptable merger or acquisition candidate during that period and has incurred losses each year. For the quarter ended March 31, 2014 the company lost $(20,096) and had a Retained Deficit of $4,418,223. The company’s cash reserves of $540 as of March 31, 2014 are not adequate to fund all of the anticipated expenses for the year ending December 31, 2014.  These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result from the outcome of this uncertainty.

The company plans to merge with, acquire existing Apps or companies, and continue to operate during the year ending December 31, 2014. Should the acquired or merged operating entity not have sufficient resources of its own to fund the combined entity’s operations, the Company will issue stock to raise sufficient operating capital if sufficient capital is not raised from operations.

On May 5, 2014 the Company sold 550,000 equity Units for $55,000, or $.10 per Unit. Each Unit consists of one share of RGI Class A Common stock and one Warrant to purchase one share of Class A Common stock for $0.50, expiring on May 5, 2024. See NOTE 7: SUBSEQUENT EVENTS.

XML

Commitments and Contingencies

3 Months Ended

Mar. 31, 2014

Notes

Commitments and Contingencies

NOTE 2: COMMITMENTS AND CONTINGENCIES

Litigation

In the normal course of business, there may be various legal actions and proceedings pending which seek damages against the Company.  As of March 31, 2014 there were no claims asserted or threatened against the Company

XML

REDIFY GROUP INC. Balance Sheet (Parenthetical) (USD $)	Mar. 31, 2014	Dec. 31, 2013
Statement of Financial Position
Preferred stock authorized	1,000,000	1,000,000
Preferred stock par value	$ 0.01	$ 0.01
Preferred stock outstanding	50,400	50,400
Preferred stock issued	50,400	50,400
Common stock authorized	55,000,000	50,000,000
Common stock par value	$ 0.01	$ 0.01
Common stock outstanding	2,962,286	2,942,286
Common stock issued	2,962,286	2,942,286

XML

Subsequent Events (Details) (USD $)	3 Months Ended			132 Months Ended
	Jun. 30, 2014	Mar. 31, 2014	Mar. 31, 2013	Mar. 31, 2014
Details
units sold		550,000
Proceeds from sale of Common stock	$ 55,000	$ 0	$ 34,000	$ 50,000
per unit sale price		$ 0.10
Sale of Stock, Description of Transaction		Each Unit consists of one share of RGI Class A Common stock and one Warrant to purchase one share of Class A Common stock for $0.50, expiring on May 7, 2024
units per share amount		$ 0.50
common stock shares awarded		10,000	10,000	10,000
compensation shares price per share		0.11
Deferred Compensation Arrangement with Individual, Compensation Expense		$ 1,100

XML

Document and Entity Information	3 Months Ended
	Mar. 31, 2014	May 13, 2014
Document and Entity Information
Entity Registrant Name	Redify Group, Inc.
Document Type	10-Q
Document Period End Date	Mar. 31, 2014
Amendment Flag	false
Entity Central Index Key	0000876134
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		3,522,286
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q1

XML

REDIFY GROUP INC. AND SUBSIDIARY(A Development Stage Company) CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (USD $)	3 Months Ended		132 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Mar. 31, 2014
Income Statement
Revenues	$ 0	$ 0	$ 356
Cost of Goods Sold	0	0	0
Gross Profit	0	0	356
Payroll and related	8,350	17,500	2,036,369
Selling, General and Administrative	3,215	2,730	929,117
Legal and Professional	8,532	9,760	501,130
Amortization	0	0	12,000
Total operating Expense	20,097	29,990	3,478,616
Operating Income (Loss)	(20,097)	(29,990)	(3,478,260)
Interest Income	1	3	137,100
Total other income	1	3	137,100
Net Income (Loss)	$ (20,096)	$ (29,987)	$ (3,341,160)
Basic and Diluted Income (loss) per share	$ (0.01)	$ (0.01)
Weighted Average Number of shares outstanding	2,962,286	2,332,105

XML

Convertible Notes Payable (Tables)

3 Months Ended

Mar. 31, 2014

Tables/Schedules

Schedule of Convertible Notes Payable

		March 31, 2014		December 31, 2013
Convertible 8% Demand Notes Payable	$	79,000	$	79,000
Total Notes payable	$	79,000	$	79,000

XML

The Company and Condensed Consolidated Financial Statements (Policies)

3 Months Ended

Mar. 31, 2014

Policies

Business Description

NOTE 1: THE COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS

The Company

The Company consists of Redify Group, Inc. (“RGI”, non-operating parent corporation) and its sole and wholly-owned operating subsidiary, TradinGear.Com, Incorporated (“Tradingear,” combined, the "Company"). The company changed its name to Redify Group, Inc. from TGFIN Holdings, Inc. (“TGFN”) on October 2, 2013. The Company reactivated its previously inactive operating subsidiary, Tradingear in order to resume its previous business of developing software, under a new d/b/a:  iDEV3.

On April 15, 2013 the company filed a Definitive 14C for the purpose of changing the Company’s name and effectuating a ten (10) to one (1) reverse split of the Company’s common stock. These corporate actions were approved by the Financial Industry Regulatory Authority (“FINRA”) on February 28, 2014, and became effective with the OTCQB at the opening of trading on February 28, 2014 under the symbol “TGFND”. The “D” appeared on the Company’s ticker symbol for the following 20 business days. Thereafter, the Company’s ticker symbol became RDFY.

Redify Group, Inc. was incorporated under the laws of Delaware in March 1985 as Mark, Inc. From March 1992 to September 12, 2002 Redify Group, Inc. was known as Digitran Systems, Incorporated ("DSI"), and from September 12, 2002 to October 2, 2013 it was known as TGFIN Holdings, Inc. during which time, TradinGear.com, Incorporated (incorporated under the laws of the State of Delaware on July 7, 1999) became the operating subsidiary of Redify Group, Inc. Redify Group, Inc., then known as TGFIN Holdings, Inc. sold the assets of Tradingear.com Incorporated effective March 31, 2003.

TradinGear currently produces software applications (“Apps”) for telephones and other hand-held devices.

Financial statements

The accompanying financial statements have been prepared by the Company without audit. They include information of RGI and TradinGear. In the opinion of management, all material adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position at March 31, 2014, the results of operations for the three month periods ended March 31, 2014 and 2013, and the cash flows for the three month periods ended March 31, 2014 and 2013, have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted.  It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's December 31, 2013 audited financial statements. The results of operations for the periods ended March 31, 2014 and 2013 are not necessarily indicative of the operating results for the respective full years.

Revenue Recognition

Revenue recognition

The company sells its current software at the Online Apple Store, which records all sales made on a daily basis. The company recognizes its portion of the sales as revenue as of the date of the sale.

Going Concern Qualification

NOTE 3: GOING CONCERN

The Company has been a Development Stage Company since April 1, 2003. It has continuously sought an acceptable merger or acquisition candidate during that period and has incurred losses each year. For the quarter ended March 31, 2014 the company lost $(20,096) and had a Retained Deficit of $4,418,223. The company’s cash reserves of $540 as of March 31, 2014 are not adequate to fund all of the anticipated expenses for the year ending December 31, 2014.  These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result from the outcome of this uncertainty.

The company plans to merge with, acquire existing Apps or companies, and continue to operate during the year ending December 31, 2014. Should the acquired or merged operating entity not have sufficient resources of its own to fund the combined entity’s operations, the Company will issue stock to raise sufficient operating capital if sufficient capital is not raised from operations.

On May 5, 2014 the Company sold 550,000 equity Units for $55,000, or $.10 per Unit. Each Unit consists of one share of RGI Class A Common stock and one Warrant to purchase one share of Class A Common stock for $0.50, expiring on May 5, 2024. See NOTE 7: SUBSEQUENT EVENTS.

XML

Convertible Notes Payable (Details) (USD $)	Mar. 31, 2014	Dec. 31, 2013
Details
Convertible Notes Payable	$ 79,000	$ 79,000
2010 Conversion Price Per Share	$ 0.30
2011 Conversion Price Per Share	$ 0.15
2012 and 2013 Conversion Price Per Share	$ 0.10
Accrued Interest Note Related	$ 16,848
shares received from convertible promissory notes	535,000

XML

Stock Options and Warrants (Tables)

3 Months Ended

Mar. 31, 2014

Tables/Schedules

Schedule of Stockholders' Equity Note, Warrants or Rights

	Shares		2014 Weighted Average Exercise Price	Shares		2013 Weighted Average Exercise Price
Outstanding, beginning of quarter	-	$	-	60,000	$	.30
Granted	-		-	-		-
Expired/Cancelled	-		-	(60,000)		.30
Exercised	-		-	-		-
Outstanding end of quarter	-	$	-	-	$	-
Exercisable	-	$	-	-	$	-

XML

The Company and Condensed Consolidated Financial Statements (Details) (USD $)	3 Months Ended			132 Months Ended
	Jun. 30, 2014	Mar. 31, 2014	Mar. 31, 2013	Mar. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Mar. 31, 2003
Details
Stockholders' Equity Note, Stock Split, Conversion Ratio		10
Net Loss		$ (20,096)	$ (29,987)	$ (3,341,160)
Retained Deficit		$ 4,418,223		$ 4,418,223
Cash		540	33,962	540	8,372	370	2,953,318
units sold		550,000
Proceeds from sale of Common stock	$ 55,000	$ 0	$ 34,000	$ 50,000
per unit sale price		$ 0.10
units per share amount		$ 0.50

XML

Stock Options and Warrants (Details) (USD $)	3 Months Ended	12 Months Ended
	Mar. 31, 2014	Dec. 31, 2013	Mar. 20, 2014	Apr. 02, 2013	Mar. 31, 2013	Mar. 01, 2013	Jan. 02, 2013
Details
Number of warrants outstanding		60,000
Weighted average exercise price of warrants outstanding		$ 0.30
Number of warrants expired		(60,000)
Weighted average exercise price of warrants expired		$ 0.30
class a common authorized	50,000,000
Common stock par value	$ 0.01	$ 0.01
Common stock outstanding	2,962,286	2,942,286
Common Stock, Other Shares, Outstanding	5,000,000
Class B Common Stock Par Value	$ 0.01
Stockholders' Equity Note, Stock Split, Conversion Ratio	10
Development Stage Entities, Stock Issued, Shares, Issued for Cash	250,000
Development Stage Entities, Stock Issued, Value, Issued for Cash	$ 50,000
award values per share	$ 0.17		$ 0.20	$ 0.20			$ 0.10
common stock shares awarded	10,000				10,000
Award Shares Compensation Expense	3,400					4,000
recognized share based compensation	1,350				3,500
Preferred stock authorized	1,000,000	1,000,000
Preferred stock par value	$ 0.01	$ 0.01
undesignated and preferred shares	450,000
series 1 class a 8% cumulative convertible preferred	550,000
Preferred stock outstanding	50,400	50,400
Preferred Stock, Dividend Rate, Percentage	8.00%
Stated value of preferred stock	$ 7
dividends in arrears	$ 592,704
dividends in arrears per share amount	$ 11.76

XML

REDIFY GROUP INC. AND SUBSIDIARY (A Development Stage Company) CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (USD $)	3 Months Ended		132 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Mar. 31, 2014
Cash Flows from Operating Activities:
Net Loss	$ (20,096)	$ (29,987)	$ (3,341,160)
Amortization of deferred compensation	0	0	13,751
Amortization of software	0	0	12,000
Compensation costs of common stock issued or payable to employees and consultants	3,400	2,000	178,755
Cost of donated services	7,000	17,000	190,000
Cost of common stock issued to shareholders	0	0	16,500
Decrease (increase) in accounts receivable	0	0	31,250
Decrease (increase) in prepaid expenses	(2,050)	(1,500)	12,202
(Decrease) increase in accounts payable and accrued expenses	3,914	7,079	(195,076)
Net cash used in operating activities	(7,832)	(5,408)	(3,081,778)
Net cash provided by investing activities	0	0	0
Cash Flows from Financing activities:
Proceeds from sale of Common stock	0	34,000	50,000
Proceeds from convertible notes payable	0	5,000	79,000
Net cash provided by financing activities	0	39,000	129,000
Net Increase (Decrease) in cash and cash equivalents	(7,832)	33,592	(2,952,778)
Cash and Cash Equivalents, beginning of period	8,372	370	2,953,318
Cash and Cash Equivalents, end of period	540	33,962	540
Cash paid during the period for:
Income taxes	0	0	12,609
Interest	0	0	0
Supplemental Disclosures of Non-Cash Investing and Financing Activities:
Common stock issued for accrued liabilities	0	0	91,230
Common stock issued to prior shareholders	0	0	16,500
Conversion of preferred stock	0	0	2
Common stock issued in rounding Reverse split	0	0	2
Common Stock options issued for software purchase	0	0	5,114
Software acquired with common stock options	$ 0	$ 0	$ 12,000

XML

Subsequent Events

3 Months Ended

Mar. 31, 2014

Notes

Subsequent Events

NOTE 7: SUBSEQUENT EVENTS

Unregistered Sales of Common Stock

On May 7, 2014 the Company sold 550,000 equity Units for $55,000, or $.10 per Unit. Each Unit consists of one share of RGI Class A Common stock and one Warrant to purchase one share of Class A Common stock for $0.50, expiring on May 7, 2024.

On April 1, 2014 the Company awarded 10,000 shares of common stock to the Chairman in accordance with a Board Resolution. The shares were valued at the market price at the date of issuance of $.11 per share resulting in additional compensation expense of $1,100, of which none was recognized in the quarter ended March 31, 2014.

The Company has evaluated subsequent events pursuant to ASC Topic 855 and has determined that there are no additional events to disclose.